mofcom orm - 中伦律师事务所 mandate the use of hhi/crn in competition analysis (endnote 39)...

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CHINA MERGER CONTROL LEGAL UPDATE (JUNE 2012) MOFCOM AMENDED MERGER NOTIFICATION FORM For further inquiry, please contact: John Jiang at [email protected], Scott Yu at [email protected], Rachel Li at [email protected], or Frank Jiang at [email protected]. About Zhong Lun: Ranked Band 1 in Corporate/M&A and Antitrust/Competition (Chambers Asia 2011/2012), with over 700 legal professionals strategically located in 9 offices, Zhong Lun has one of the largest and most experienced PRC competition teams with 7 partners supported by more than 20 associates. The team has completed more than 40 PRC merger filings. MOFCOM AMENDED MERGER NOTIFICATION FORM (effective as of 7 July 2012) Highlights MOFCOM’s effort to further standardize notification content/format with the aim of reducing supplemental information requests before case docketing Encompass wide scope of information and require detailed competition analysis (containing 50 endnotes) Pure Holdco/SPV not proper notifying party (Endnote 3) If certainty of the transaction can be ensured, other documents (such as framework agreement, tender documents) may be submitted in lieu of executed definitive transaction documents (Endnote 23) Concept of “neighboring market” is clarified (Endnote 37) Explicitly mandate the use of HHI/CRn in competition analysis (Endnote 39) Implicitly request information on ongoing global antitrust investigation (Endnote 46) Explicitly mandate the disclosure of other outstanding regulatory non-compliances (such as establishment, operating, foreign investment, industrial policy) (Endnote 49)

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Page 1: MOFCOM ORM - 中伦律师事务所 mandate the use of HHI/CRn in competition analysis (Endnote 39) Implicitly request information on ongoing global antitrust investigation (Endnote

CHINA MERGER CONTROL LEGAL UPDATE (JUNE 2012) MOFCOM AMENDED MERGER NOTIFICATION FORM

For further inquiry, please contact: John Jiang at [email protected], Scott Yu at [email protected], Rachel Li at [email protected], or Frank Jiang at [email protected]. About Zhong Lun: Ranked Band 1 in Corporate/M&A and Antitrust/Competition (Chambers Asia 2011/2012), with over 700 legal professionals strategically located in 9 offices, Zhong Lun has one of the largest and most experienced PRC competition teams with 7 partners supported by more than 20 associates. The team has completed more than 40 PRC merger filings.

MOFCOM AMENDED MERGER NOTIFICATION FORM (effective as of 7 July 2012)

Highlights

MOFCOM’s effort to further standardize notification content/format with

the aim of reducing supplemental information requests before case

docketing

Encompass wide scope of information and require detailed competition

analysis (containing 50 endnotes)

Pure Holdco/SPV not proper notifying party (Endnote 3)

If certainty of the transaction can be ensured, other documents (such as

framework agreement, tender documents) may be submitted in lieu of

executed definitive transaction documents (Endnote 23)

Concept of “neighboring market” is clarified (Endnote 37)

Explicitly mandate the use of HHI/CRn in competition analysis (Endnote

39)

Implicitly request information on ongoing global antitrust investigation

(Endnote 46)

Explicitly mandate the disclosure of other outstanding regulatory

non-compliances (such as establishment, operating, foreign investment,

industrial policy) (Endnote 49)

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CHINA MERGER CONTROL LEGAL UPDATE (JUNE 2012) MOFCOM AMENDED MERGER NOTIFICATION FORM (2ND VERSION)

Control no.: 20120615

Unofficial English translation prepared by John Jiang and Scott Yu with the assistance of Zhong Lun Law Firm’s antitrust and competition team, for reference purposes only. All rights reserved.

Notification No.:

Notification Form for Anti-Monopoly Review of Concentration of Undertakings

Filing Date: (yyyy/mm/dd)

Confidential Non-Confidential1(Please use to replace when making selection)

The notifying party shall ensure that, to its knowledge, the notification statement, the appendices thereto and all information provided by the notifying party in the notification process are true, complete and accurate; reproductions are consistent with their originals; and no false materials or misleading information are provided. If the notifying party conceals any material fact, provides false material or misleading information, it shall bear the corresponding legal liabilities.

1. Name of the transaction

2. Nature of the transaction (multiple selections permitted)

Combination by new establishment Combination by absorption Equity acquisition

Cash consideration Tender offer

Tender offer without support of the board or management of the target company Share swap Other (please specify: _____________)

Asset acquisition Joint venture Acquiring control or the power to exert decisive influence through contractual arrangement or otherwise (please specify: _____________)

3. Notification basis

The thresholds stipulated in Rules on Anti-monopoly Filing Thresholds for Concentration of Undertakings Promulgated by the State Council are met the combined worldwide turnover of all the participating undertakings in the preceding financial year is

more than RMB 10 billion yuan, and the nationwide turnover within China of each of at least two of the participating undertakings in the preceding financial year is more than RMB 400 million yuan;

the combined nationwide turnover within China of all the participating undertakings in the preceding financial year is more than RMB 2 billion yuan, and the nationwide turnover within China of each of at least two of the participating undertakings in the preceding financial year is more than RMB 400 million yuan.

Voluntary notification notwithstanding that the notification thresholds are not met

4. Participating undertakings2

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Including: 1. 2. (3. …) [please list the names here, and fill in the blanks below with detailed information]

4.1 [Please fill in the name of the participating undertaking]

4.1.1 Whether it is a notifying party3

Yes (its ID or certificate of incorporation, notarized or legalized documents, etc. are attached in Appendix [ ])

No

4.1.2 Contact address

Address

Postcode Website

4.1.3 Internal contact person

Name Department

Position E-mail

Cellphone or Telephone

No. Fax No.

4.1.4 Agent (or counsel)

Yes No

Name His/her employer

Position Address

Cellphone or Telephone

No. E-mail

Fax No. Original copy of

POA See Appendix [ ]

4.1.5 Role in the transaction (multiple selections permitted)

Combining Party Acquiring Party Target Equity Seller Current shareholder of the target (other than the equity seller) Joint venture party Other (please specify: _____________)

4.1.6 Time of establishment

4.1.7 Registered address/domicile

Registered address/Nati

onality (individual)

Domicile

4.1.8 Form of organization

Limited liability company Company limited by shares (unlisted) Listed company (time of listing, stock exchange, stock code: _________) Company limited by shares Other (please specify: _____________) Partnership enterprise Individual4

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Other (please specify: _____________)

4.1.9 Turnover in the preceding accounting year5

Year [ ] year

calendar year accounting year (beginning and ending dates: _____________)

In China

RMB [ ] hundred million Yuan (original currency and amount: [ ] hundred million [denomination of currency]) (exchange rate6: _____________)

Global RMB [ ] hundred million Yuan (original currency and amount: [ ] hundred million [denomination of currency]) (exchange rate: _____________)

4.1.10 Historical information concerning establishment and material change

4.1.11 Principal activities7

Worldwide

Nationwide within China

4.1.12 Shareholding structure

Name and shareholding percentage of

the shareholder8

Shareholding chart See Appendix [ ].

Whether there is an ultimate

controlling person

yes no9

4.1.13 Ultimate controlling person (if any)

Name

Time of establishment

10

Registration place/

nationality (for individuals)

Domicile

Form of organization

limited liability company company limited by shares (unlisted) listed company (time of listing, stock exchange, stock code:

________________) company limited by shares other (please specify:_____________) partnership enterprise individual other (please specify:_____________)

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Principal activities (for

the whole group)

Relationship with the

participating undertakings

Shareholding chart See Appendix [ ].

4.1.14 Affiliated entities11

Overseas affiliated entities 12

See the names and shareholding chart in Appendix [ ]13.

Detailed description of

affiliated enterprises

which engage in activities

relevant to this concentration

14

PRC domestic affiliated entities

Basic information (name, registered address, principal activities, shareholding structure) is attached in Appendix [ ]15. Copies of Business Licenses and Approval Certificates for Foreign-invested Enterprises are attached in Appendix [ ].

Detailed description of

affiliated enterprises

which engage in activities

relevant to this concentration

16

4.1.15 Condition of concentration activities by the undertakings and its affiliated entities in the relevant markets in the past three years

4.1.16 Relevant documents

Audited financial

statements of the

preceding accounting

year

See Appendix [ ].

Annual yes (see Appendix [ ])

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report of the

preceding accounting

year17

no

*Studies, analyses

and reports

Studies, analyses and

reports internally

prepared by transaction

parties18

yes (see Appendix [ ]) no

Studies, analyses and

reports prepared by third parties

Customized for this transaction19

yes (see Appendix [ ]) no

Not customized for this

transaction20 yes (see Appendix [ ]) no

5. Other undertakings who are participants in the transaction21

Including: 1. (2. ) [please list the names here, and fill in the blanks below with detailed information]

5.1 [Please fill in the names of other undertakings who are participants in the transaction]

5.1.1 Contact address

Address

Post code Website

5.1.2 Contact person

Name His/her Employer

Position E-mail

Telephone No. Fax No.

5.1.3 Role in the transaction

Equity seller Asset seller Target Joint venture party with no controlling power or decisive influence Other (please specify:______________)

5.1.4 Basic information

Time of establishment

22

Registration place/

nationality (for

individuals)

Domicile

Form of organization

limited liability company company limited by shares (unlisted) listed company (time of listing, stock exchange, stock code:

________________) company limited by shares other (please specify:_____________)

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partnership enterprise individual other (please specify:_____________)

5.1.5 Principal activities

6.Overview of the transaction

6.1 Concentration agreement

Form23

definitive agreement/contract/articles of association of the company tender offer non-definitive or tentative agreement (such as the draft of definitive

agreement, contract or articles of association of the company, framework agreement, memorandum of understanding, letter of intent, etc. Please provide explanation for failing to provide a definitive agreement in the blanks below)

no transaction documents (Please provide explanation for failing to provide the concentration agreement in the blanks below)

Explanation

Name24 Time of execution25

Parties to the

agreement26 Text27 See Appendix [ ].

6.2 Value of the transaction28

Cash

Value in RMB

Number of shares and valuation

Asset type and valuation

Other rights and interests and

their valuation

Exchange rate Total 6.3 Description of the transaction29

6.4 Shareholding and control structures before and after the transaction30

Shareholding charts before and after the transaction are attached as Appendix [ ].

6.5 Projected time of completion and special timing requirement (if so, please provide explanation)

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6.6 Background, motive and economic rationale for the transaction

6.7 Market development plan

6.8 Joint venture31

Name32

Registration place/

domicile domestic overseas (please specify: ____________)

Proposed /contributed resources

such as cash, assets and businesses by the joint

venture parties33

Major rights and interests

of the joint venture held by the joint

venture parties

Principal activities, operating

modes, active territory of the joint venture and the joint

venture’s business

relationship with the joint

venture parties and

their affiliates

Other agreements

or arrangements between the joint venture parties and

their affiliates

7. Concentration’s impact on the competition condition in the relevant markets

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7.1 Business relationship among the participating undertakings

Horizontal overlap

Yes No

NBSC Code34 Description of Products or Services35 Undertakings36

Vertical relations

Yes No

NBSC Code Description of Products or Services Undertakings

Neighboring market37

Yes No

NBSC Code Description of Products or Services Undertakings

7.2 Definition of the relevant markets and the rationale38

Product markets Rationale Geographic

market Rationale

7.3 Impact of the concentration on the competition condition in the relevant market39

Market shares of the

participating undertakings and their main competitors

Detailed analysis

Please refer to Appendix [ ] for the basis of market assessment and relevant documents.

7.4 Relevant information concerning main competitors40

Please refer to Appendix [ ]

8. Supply and demand structures in the relevant markets

*8.1 Supply structure

Major suppliers of

the participating undertakings

41

[ ] Market

Major suppliers of [Names of participating undertakings]:

Ranking

Supplier name

Name of supplied products

Supply volume

Percentage of supply volume

Supply value

Percentage of supply

value Contact person

Contact informatio

n

Supply structure of the relevant

market

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8.2 Demand structure

Major customers of

the participating undertakings

42

[ ] Market

Major customers of [Name of participating undertakings]:

Ranking Customer name

* Sales volume

* Percentage of sales volume

* Sales value

* Percentage

of sales value

Contact person

Contact information

Demand structure of

relevant market

*9. Market entry

*9.1 Market entry activities in the past five years43

yes no

Details:

Name Time of entry Market share Contact person

Contact information

*9.2 Potential entrant44

yes no

Details:

Name Contact person Contact details Likely time of

entry Explanation

*9.3 Degree of entry difficulty

Total entry cost45

Legal or policy

restrictions

IP restrictions Importance of

scale economy for production

and distribution

Availability of raw materials

and infrastructure

*10. Horizontal or vertical cooperation agreements46

yes no Details:

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*11. Possible efficiencies generated by the concentration

*12. Whether the concentration involves any enterprise in bankruptcy or on the verge of bankruptcy

Yes (please specify: _____________) No

13. Information on trade associations in the relevant markets

No. Name Address Contact person

Telephone No. Fax No. Website

14. Whether approvals from other PRC authorities (including other departments and bureaus of MOFCOM ) are required for the transaction

Yes (please specify47: _____________) No

*15. Opinions of the relevant stakeholders on this concentration48

Yes No not sure Details: See Appendix [ ] for opinions of the relevant stakeholders

16. Compliance of the proposed transaction and compliance of all participating undertakings in China.49

16.1 Compliance of the proposed transaction

16.2 Compliance of all participating undertakings in terms of standing and activities

17. Whether the concentration is required to be notified in other countries / regions

Yes (Please specify the jurisdictions where notifications are required, time of (proposed) notification and the review status, etc.:___________________________________) No

18. Other issues requiring explanations

Yes No Details:

19. Undertaking by notifying parties50

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Each notifying party hereby undertakes that, to its knowledge, the notification statement, the appendices

thereto and all documents and information provided by the notifying party in the notification process are true, complete and accurate; reproductions are consistent with their originals; and there is no false material or misleading information. The notifying party will bear applicable legal liabilities for breaching the above undertakings.

Notifying party (Seal):

Name (Signature): Position:

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Appendices - Table of Contents

No. Appendix name Corresponding item no.

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1 The non-confidential version shall include (but not limited to) the following information:

the Chinese name, registration place/individual’s nationality, time of establishment, public listing information (including whether listed, and if so, the time and place of listing), main activities, the global and PRC turnovers, information of the PRC affiliated entities of the participating undertakings; the above information for the ultimate controlling person of the participating undertakings; overview of the transaction, including the transaction name, transaction type, transaction process, transaction value, and industry, products and territories involved, etc.; information regarding notifications in other jurisdictions and status thereof; transaction motive and economic rationale; the definisions of relevant product market and relevant geographic market and the rationale thereof; the competition conditions in the relevant market, the market shares of the participating undertakings and their major competitors; market entry conditions. Among the above information, such data as turnover, transaction value and market share can be presented in ranges, with the ranges for turnover and transaction value not exceeding 10% and the ranges for market share not exceeding 5%.

2 The participating undertakings shall be defined in light of the specific case of the concentration of undertakings.

Generally speaking, in the case of combination of undertakings (whether combination by absorption or combination by new establishment), the combining parties shall be the participating undertakings; in the case of one undertaking acquiring control over another undertaking through equity or assets acquisition, the undertaking acquiring control and the target undertaking shall be the participating undertakings; in the case of one undertaking acquiring control over another undertaking or the power to exert decisive influence over another undertaking through contractual arrangement or otherwise, the undertaking acquiring control or the power to exert decisive influence and the target undertaking shall be the participating undertakings. If there are more than two undertakings acquiring control or the power to exert decisive influence after the concentration, all of the above undertakings shall be the participating undertakings.

Notwithstanding the above, in the case of the establishment of a new joint venture, all the parties having joint control over the joint venture shall be the participating undertakings, and the joint venture shall not be a participating undertaking. Where the joint venture is formed by a transaction involving a pre-existing enterprise, if the pre-existing enterprise itself is a joint venture, the pre-existing enterprise and undertakings acquiring control or the power to exert decisive influence over such pre-existing enterprise after the transaction shall be the participating undertakings. If the pre-existing enterprise is under the sole control of one undertaking before the transaction, all the undertakings acquiring control or the power to exert decisive influence over such pre-existing enterprise after the transaction shall be the participating undertakings; if the party having sole control before the transaction retains control or has the power to exert decisive influence over the pre-existing enterprise after the transaction, the pre-existing enterprise shall not be a participating undertaking; if the party having sole control before the transaction no longer retains control or the power to exert decisive influence over the pre-existing enterprise after the transaction, the pre-existing enterprise shall be a participating undertaking.

3 For a concentration implemented by way of combination, the combining undertakings shall be notifying parties; for a concentration through other means, the undertaking acquiring control or the power to exert decisive influence shall be the notifying party,

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with the cooperation of other undertakings. Where the notification obligor fails to notify the concentration, other participating undertaking(s) can notify the concentration. Where the undertaking directly participating in the transaction is an acquisition vehicle or investment vehicle, it is not the appropriate notifying party.

4 If this item is checked, there is no need to fill in items 4.1.6, 4.1.10, 4.1.12 and 4.1.13.

5 If the audit of financial statements for the preceding accounting year is not completed when the notification is made, please provide the unaudited turnover for the preceding accounting year and the most recent audited turnover and audited financial statements for an accounting year, and provide the audited financial statements for the preceding accounting year in a timely manner after the notification is made.

6 Please indicate the applicable exchange rate(s), the source thereof and calculation methods. Generally, in converting the turnover denominated in a foreign currency into Renminbi, the appropriate exchange rate(s) shall be the average of the median prices published by the People’s Bank of China in the corresponding accounting year. The same principle shall apply to any foreign exchange conversion in the text below.

7 Please provide a detailed description of the activities of each of the participating undertakings which are relevant to the concentration, and provide a general description of the other main activities of such undertakings.

8 If the participating undertaking’s shareholding structure is very fragmented, please list the major shareholders and their shareholding percentages, and explain the reason for making the selection. If the participating undertaking is neither a limited liablity company nor a company limited by shares, please list the names of the holders of equity interests therein and holding percentages, and arrangements or agreements regarding the equity interests.

9 If the answer is “no”, then there is no need to fill in item 4.1.13.

10 Where the ultimate controlling person is an individual, there is no need to fill in this item.

11 The affiliated entities of an undertaking include all undertakings directly or indirectly controlled thereby, the ultimate controlling person thereof, and all undertakings directly or indirectly controlled by such ultimate controlling person, etc.

12 For overseas affiliated entities, please at a minimum provide the entity names and their basic information for entities falling into the following two categories: (i) entities having direct or indirect joint control or a sole control relationship with a participating undertaking; (ii) entities engaging in activities on the concerned relevant market.

13 Please provide in table form.

14 For the affiliated enterprise engaging in the same or related activities as the activities concerned in the transaction, please especially provide a detailed description of their products and services.

15 Please provide in table form.

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16 For affiliated enterprises engaging in the same or associated activities as the activities

concerned in the transaction, please provide a detailed description of their products and services.

17 If the annual report is in a foreign language, it shall be accompanied by a Chinese translation or a Chinese summary of the main provisions (if no existing Chinese translation is available).

18 Please provide all the studies, analyses or reports assessing or analyzing this concentration, provided by or on behalf of the directors, supervisors and senior management (or organ or individual performing similar functions) of a transaction party and its ultimate controlling person, including market shares, competition conditions, actual or potential competitors, rationale for the concentration, potential for sales increase or entry into another product or geographic market, overall market condition, the synergy and efficiency arising from the concentration, etc. Such documents shall include but are not limited to board meeting minutes, company development strategy paper, etc. Please indicate the time of preparation, preparer’s name, his/her affiliated entity, position and contact information (if not set out in the original document).

19 Please provide relevant document(s) prepared by any third party assessing or analyzing this concentration.

20 Please provide the document(s) prepared by any third party not in connection with this concentration but relating to the industry or market concerned, such as an industry development study.

21 This item shall be filled in with the information of the relevant parties who participate in the transaction but do not belong in the category of participating undertakings.

22 If other undertaking(s) participating in the transaction is an individual(s), there is no need to fill in.

23 The undertaking(s) shall provide formally signed concentration agreements when making the notification. If the undertakings can provide sufficient evidence to prove that it is not feasible to provide such formally signed concentration agreements when making the notification due to a special arrangement for the transaction, mandatory provisions of other laws, regulations, rules or policies, mandatory requirements in other jurisdictions or any other legitimate reasons, or once the concentration agreements are signed the notifying party will not be able to comply with the review period provision under Articles 25 and 26 of Anti-monopoly Law, the undertaking(s) may notify MOFCOM before the signing of the concentration agreements, however, they shall provide relevant materials such as a memorandum of understanding or framework agreement, draft of concentration agreements, tender offer, etc., and also provide principal terms and conditions of the transaction, so as to ensure certainty of the transaction. The above materials shall include information required for review of the concentration. Regardless of whether the review is completed, once the concentration agreements are signed, the notifying party shall submit such concentration agreements to MOFCOM promptly without any delay and explain any discrepancy between the concentration agreements and the initial notification materials (if any); If after submission of the notification, the concentration undergoes any change which is material enough to impact the review and/or decision of MOFCOM, the notifying party shall notify MOFCOM promptly without any delay, and update the relevant notification materials or make a new notification.

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24 If there are multiple documents, please fill in separately.

25 In the case of a tender offer, please fill in the time of the formal offer.

26 In the case of a tender offer, please fill in the name of the tenderer.

27 Please concurrently provide the signed shareholders’ agreement, articles of association of the target company/joint venture (if any), as well as any non-compete agreement or terms, etc. (if any) by and among the transaction parties and/or with the target company/joint venture. If the transaction is in the form of a tender offer, please also provide the tender documents.

28 Please provide the total value of the transaction, including cash, equity interests, assets and other considerations. If the consideration is in a form other than cash, please provide its appraised value. If any value is denominated in another currency, please specify the currency, exchange rate, and convert it into Renminbi.

29 Please describe the transaction, including the transaction structure, names of the transaction parties, transaction subject matter and considerations paid by the parties, each key step and milestone of the transaction, transaction status and the projected time of completion, etc.

30 Please describe the shareholding structures before and after the transaction, and explain and analyze the control structures and change in control before and after the transaction. Also, please provide the shareholding charts before and after the transaction in the form of an appendix.

31 If the transaction results in a joint venture (including a newly established joint venture or a joint venture formed on the basis of a pre-existing enterprise), please fill in this item.

32 If a joint venture is newly established, please fill in its proposed name.

33 Please provide a detailed description of the capital investment contributed or committed by each of the joint venture parties. If investments in the form of assets and/or business are involved, please describe in detail the specific scope, breakdown, valuation and turnover in the preceding accounting year, and explain whether each of the joint venture parties will continue to engage in aforesaid business after the concentration. If more than one joint venture party is involved, please provide separate descriptions.

34 In this item please fill in the most specific classification code published by the National Bureau of Statistics of China to which the product(s) belongs. The website for the products classification is located at: www.stats.gov.cn/tjbz/tjycpflml.

35 Please describe the relevant product(s) or service(s) and briefly describe the relevant activities of the undertakings, including specific business entities, scope of customers and business models, etc. Please fill in the information for each product according to its product classification code as published by the National Bureau of Statistics of China and fill in the information for each undertaking respectively.

36 Please specify which of the participating undertakings engage in the relevant activities.

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37 A portfolio of products that are complementary or have the same customer group and

the same end use.

38 Please define the relevant product market and geographic market from the perspectives of demand substitution and supply substitution in accordance with the provisions of the State Council Anti-monopoly Commission Guidelines for the Definition of Relevant Markets, and provide a detailed explanation (please support the conclusion with relevant data and facts to the maximum extent feasible, and cite sources for the data and facts quoted; if the data are estimated by the notifying party, please specify the method and basis of the calculation.)

39 Including but not limited to: total market size calculated based on sales volume and/or turnover, current market development status, turnover, sales volume and market share of each of the participating undertakings and their main competitors, HHI/CRn indices before and after the transaction and the delta value (i.e. incremental increase of the HHI/CRn index after the transaction). Please also describe the concentration’s impact on the market structure, industry development, competitors, upstream and downstream undertakings, consumers, technical development, economic development and public interests. If the notifying party fails to provide the relevant HHI indices, please provide explanations. Please indicate the source, calculation method and basis for each datum; if appendices are attached to establish the source of the data, please specify the number of such appendices in this item.

40 Please provide the information in table form. Such table shall include the name, contact person, contact information (address, telephone number, fax number). If a main competitor is a foreign enterprise, please also provide the contact information for its PRC branch (if any).

41 With respect to each relevant market concerned in this transaction, please provide information concerning the major suppliers (usually top 5 major suppliers) of each participating undertaking in table form, including the ranking, name of each supplier, category and name of the supplied products, supply volume, percentage of supply volume, supply value, percentage of supply value, contact person, contact information, etc. Please provide the above information for each independent supplier (i.e. suppliers that are not affiliated with the participating undertaking).

42 With respect to each relevant market concerned in this transaction, please provide information concerning the major customers (usually top 5 major customers) of each participating undertaking in table form, including the ranking, name of the customers, sales volume, percentage of sales volume, sales value, percentage of sales value, contact person, contact information, etc. Please provide the above information for each independent customer (i.e. customers that are not affiliated with such undertaking).

43 Please describe whether any undertaking has apparently entered the relevant market in the past five years. If so, please provide the name, entry time, market share, contact person and contact information of each of the entering undertakings within such period. If not, please provide analysis of the reasons for the lack of entry. If any participating undertaking entered the relevant market within such period, please analyze the entry barrier(s) it encountered. If a period longer or shorter than five years is a more meaningful time period, such period can be adopted, subject to an explanation for such adoption.

44 Please describe whether there is any potential entrant into the relevant market. If so,

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please provide the potential entrant’s name, contact person, contact information, and analyze the likely entry time, and also explain why such entry is likely.

45 Including but not limited to time and expenditures for R&D, manufacturing, establishment of sales and distribution system, marketing, advertising and promotion, service, etc.

46 Please provide material horizontal or vertical cooperative agreement(s) in the relevant market in which a participating undertaking is a participant, for example, agreement(s) with respect to R&D, licensing, joint production, distribution, long-term supply and information exchange, etc. Please also provide information concerning the global investigation of any of the above mentioned agreements (if any), and the notifying party may also provide copies of such relevant agreements or proof materials in the form of an appendix.

47 Please explain what approvals are required for the transaction and the current status of submission/approval and provide the approval opinions of relevant departments in the form of an appendix (if any).

48 Please provide the opinions of the relevant stakeholders (including but not limited to competent authorities, local governments, trade associations, competitors, upstream enterprises, customers, medias, public, etc.) on this transaction.

49 Please explain whether this transaction complies with the laws, administrative regulations, administrative rules and relevant provisions and policies of China. Please also confirm whether the parties to the transaction and the affiliated enterprises thereof have any outstanding compliance issues in China regarding entity establishment, operation and management, foreign investment approval, industry access regulation, etc.

50 If there is a separate undertaking or statement, it may be provided in the form of an appendix. If the notifying party provides the undertaking letter separately in the form of an appendix, the scope and strength of such undertaking shall not be substantially weaker than those contained in the template of undertaking of notifying parties under item 19.

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“The lawyers in this

team have great

access to

government

agencies and are

undoubtedly real

players in the

antitrust arena.”

– Chambers

Asia 2011

Our antitrust/competition team, with 7 partners supported by more than 20

associates, is one of the largest and most experienced in China. As one of the

first PRC law firms to establish merger control practice, we have successfully

assisted clients in completing more than 40 filings with the PRC competition

authority, including the landmark case of Panasonic-Sanyo merger and

Alstom/Schneider's joint acquisition of Areva T&D.

With deep roots in the political, legal and commercial circles of China, we

maintain effective working relationships and communication channels with

government and semi-governmental entities at all levels, as well as major

industry players.

We provide comprehensive legal services in merger control, abuse of

dominance, monopoly agreements, and other emerging regulatory issues,

such as PRC national security review regime implemented in 2011.

Our merger control services include:

− advising on PRC merger notification strategies in light of commercial,

legal and other practical considerations;

− assessing potential PRC competition concern for contemplated mergers

and issuing advisory memos;

− advocating client's positions in meetings/hearings convened by merger

control authority and in written correspondences;

− devising and negotiating remedies and assisting with the

implementation of agreed remedies;

Antitrust/Competition Practice

Ranked Band 1 in Corporate/M&A and Antitrust/Competition (Chambers

Asia 2011/2012), we have over 700 professionals strategically located

in China’s major commercial centers and are consistently chosen as

legal service partner by international clients, many of whom require

comprehensive services in an increasingly complex legal environment

across China.

One of the first PRC firms to practice competition law, Zhong Lun advises both domestic and international

clients. Peers commend the team: "It is involved in many of the highest-profile matters in China." In a

recent highlight, the group assisted Panasonic with obtaining a merger clearance in China for its merger

with Sanyo.

— Chambers Asia Guide 2010